exv10w3






Exhibit 10.3




Novation agreement




between




lonza biologics, INC.




and




LONZA SALES AG




and




TRUBION PHARMACEUTICALS, INC.





 









 








Contents




	 	 	 	 	 
	Clause	 	Page	 
	1.      Definitions
	 	 	1	 
	2.      Novation
	 	 	2	 
	3.      Release
	 	 	2	 
	4.      Pre-existing claims
	 	 	3	 
	5.      Governing law
	 	 	3	 







 









 








THIS NOVATION AGREEMENT is effective from 1st January 2007




Parties





	(1)	 	LONZA BIOLOGICS, INC. incorporated in Delaware whose registered office is at International
Drive, Portsmouth, NH 03801, USA (Biologics).






	(2)	 	LONZA SALES AG incorporated and registered in Switzerland whose registered office is at
Muenchensteinerstrasse 38, CH-4002, Basel, Switzerland (Lonza Sales).






	(3)	 	TRUBION PHARMACEUTICALS, INC. (formerly known as GENECRAFT, INC.) of 2401 4th Avenue, Suite
1050, Seattle, WA 98121, USA (Customer).





Background





	(A)	 	This Novation Agreement is supplemental to the Agreements (as hereinafter defined).






	(B)	 	Pursuant to an internal re-organisation within the group of companies of which both Biologics
and Lonza Sales form part, activities previously performed by Biologics will now be performed
by Lonza Sales.






	(C)	 	Upon the terms of Lonza Sales undertaking to perform the Agreements and to be bound by the
terms of the Agreements in place of Biologics, Biologics wishes to be released and discharged
from the Agreements as from 1st January 2007 (Effective Date) and Customer has
agreed to release and discharge Biologics from the Effective Date.




NOW THEREFORE in consideration of the mutual promises and covenants contained herein, and other
good and valuable consideration the receipt of which is hereby acknowledged, the parties hereby
agree as follows:




1. Definitions





	1.1	 	In this Novation Agreement, the following terms have the meanings set forth below:






	 	1.1.1	 	“Agreements” means those certain agreements entered into between Biologics
and Customer and more fully detailed in Schedule 1 hereto.






	1.2	 	Unless otherwise defined in this Novation Agreement or the context otherwise requires,
expressions defined in the Agreements shall have the same meanings in this Novation Agreement.






	1.3	 	Unless the context otherwise requires, words in the singular include the plural and vice
versa.






	1.4	 	References to any document, including each of the Agreements, include the same as varied,
supplemented or replaced from time to time.






	1.5	 	Clause headings are for convenience of reference only and are not to be taken into account in
construction.




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	1.6	 	Unless otherwise specified, references to Clauses and Recitals are to Clauses of and the
Recitals to this Novation Agreement.





2. Novation





	2.1	 	In consideration of the undertakings of Lonza Sales set out in this Novation Agreement, with
effect from the Effective Date Biologics hereby relinquishes to Lonza Sales, and Lonza Sales
accepts, all of Biologics’ right, title and interest in and to the Agreements.






	2.2	 	With effect from the Effective Date and in consideration of the relinquishing by Biologics
contained in Clause 2.1, Lonza Sales undertakes:






	 	(a)	 	to perform and discharge all the obligations and liabilities of
Biologics under the Agreements insofar as such obligations and liabilities remain
to be performed or discharged;
	 
	 	(b)	 	if and where appropriate, to direct Biologics to perform and
discharge certain obligations and liabilities under the Agreements pursuant to
inter-company agreements between Lonza Sales and Biologics, but in respect of
which Lonza Sales remains fully responsible to Customer; and
	 
	 	(c)	 	to be bound by the provisions of the Agreements to the same extent
and in the same manner as if it had at all times been party to the Agreements in
place of Biologics.






	2.3	 	With effect from the Effective Date and in consideration of the undertakings of Lonza Sales
in Clause 2.2, Customer agrees to accept performance and discharge by Lonza Sales of
Biologics’ obligations and liabilities under the Agreements, in every way as if Lonza Sales
had at all times been party to the Agreements in place of Biologics.






	2.4	 	Lonza Sales and Customer agree that, with effect from the Effective Date, Biologics shall
have no further liabilities or obligations under the Agreements, but without prejudice to the
rights and remedies of Customer against Lonza Sales in respect of such liabilities and
obligations.






	2.5	 	With effect from the Effective Date, the Agreements shall be read and construed in all
respects as if references therein to Biologics were references to Lonza Sales.





3. Release





	3.1	 	Biologics and the Customer hereby mutually release each other from their obligations to one
another under the Agreements as from the Effective Date, save as provided in clause 3 and
clause 4.




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	3.2	 	The Customer releases and discharges Biologics from all future claims and demands whatsoever
in respect of the Agreements and accepts the liability of Lonza Sales under the Agreements
from the Effective Date.





4. Pre-existing claims





	 	 	Nothing in this Novation Agreement shall affect or prejudice the right or ability of
either Biologics or Customer to bring or pursue any claim or demand whatsoever against the
other relating to matters arising prior to the Effective Date.





5. Governing law





	 	 	This Novation Agreement and any disputes or claims arising out of or in connection with
its subject matter are governed by and construed in accordance with the laws of the State
of New York.




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	Signed by

for and on behalf of LONZA 

BIOLOGICS
INC

	 	/s/ Ralf Geier-Cibin
 

Name:Ralf Geier-Cibin

Title: Director

Date:
	 	 
	 
	 	 	 	 
	Signed by

for and on behalf of LONZA SALES 

AG

	 	/s/ Ralf Geier-Cibin
 

Name:Ralf Geier-Cibin

Title: Director

Date:
	 	 
	 
	 	 	 	 
	 

	 	/s/ Gerry Kennedy
 

Name: Gerry Kennedy

Title: Authorized Signatory

Date:
	 	 
	 
	 	 	 	 
	Signed by

for and on behalf of TRUBION

PHARMACEUTICALS, INC 

(formerly known
as GENECRAFT, INC.)

	 	/s/ Kendall M. Mohler
 

Name: Kendall M. Mohler, Ph.D.

Title: Sr. Vice President, R&D

Date:.7/16/07
	 	 






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SCHEDULE 1




AGREEMENTS



1. Manufacturing Services Agreement dated 21 November 2005 (as amended, the “MSA”)




2. Portsmouth Quality Agreement (referenced in the MSA as just the “Quality Agreement”)
dated 21 November 2005.





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